Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
Appears in 9 contracts
Sources: Merger Agreement (Augmedix, Inc.), Merger Agreement (Rover Group, Inc.), Agreement and Plan of Merger (Instructure Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.1 (other than any breach that is immaterial in scope and effect) by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
Appears in 3 contracts
Sources: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc), Merger Agreement (Hni Corp)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (other than immaterial or inadvertent breaches not intended to result in an Acquisition Proposal) shall be deemed to be a breach of this Agreement by the Company.
Appears in 2 contracts
Sources: Merger Agreement (SolarWinds, Inc.), Merger Agreement (SolarWinds, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives (acting as such and at the specific instruction of the Company) will be deemed to be a breach of this Agreement by the Company.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (STAMPS.COM Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will shall be deemed to be a breach of this Agreement by the Company.
Appears in 2 contracts
Sources: Merger Agreement (Kadmon Holdings, Inc.), Merger Agreement (Luminex Corp)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any director, officer or other Representative of its Representatives the Company will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 2 contracts
Sources: Merger Agreement (Datto Holding Corp.), Merger Agreement (Datto Holding Corp.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives Representatives, to the extent acting at the Company’s direction, that, if taken by the Company, would be a breach of this Section 5.3, will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 2 contracts
Sources: Merger Agreement (Monotype Imaging Holdings Inc.), Merger Agreement (Nutraceutical International Corp)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 6.2 by any director, officer or other Representative of the Company or any of its Representatives Subsidiaries will be deemed to be a breach of this Agreement Section 6.2 by the Company.
Appears in 2 contracts
Sources: Merger Agreement (Streamline Health Solutions Inc.), Merger Agreement (Streamline Health Solutions Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 6.3 by any of its Subsidiaries or their respective Representatives will shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.4 by any of its Representatives will (acting as such) shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (RealPage, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 action taken by any Representative of its Representatives will be deemed to the Company that, if taken by the Company, would be a breach of this Agreement Section 5.03, then such action will be deemed to constitute a breach by the CompanyCompany of this Section 5.03.
Appears in 1 contract
Sources: Merger Agreement (Intuit Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.. ARTICLE VI
Appears in 1 contract
Sources: Merger Agreement (Marketo, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives that, if taken by the Company, would be a breach of this Section 5.3, then such action will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 1 contract
Sources: Merger Agreement (Blue Nile Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 6.2 by any of its Representatives will shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any Representatives of its Representatives the Company or any Company Subsidiary (acting on behalf of, and at the authorization of, the Company or the Company Subsidiaries) will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 1 contract
Sources: Merger Agreement (SolarWinds Corp)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (acting on the Company’s behalf), including any failure of such Representatives to comply with the terms of Section 5.3(b), shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Tufin Software Technologies Ltd.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (acting on the Company’s behalf) shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Poshmark, Inc.)
Breach by Representatives. The Company agrees that any material breach of any applicable restrictions set forth in this Section 5.3 by any of the Company’s Representatives shall be a breach of this Section 5.3 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Agreement and Plan of Merger (E2open Parent Holdings, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Subsidiaries or Representatives, including any failure of such Subsidiaries or Representatives will to comply with the terms of Section 5.3(a), shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives (which shall include the entities listed in Section 5.3(g) of the Company Disclosure Letter) will be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Cvent Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 4.3 by any of its Representatives will (acting as such), including any failure of such Representatives to comply with the terms of Section 4.3(c), shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (New Relic, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Mobileiron, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 action taken by any of its Representatives that, if taken by the Company, would be a breach of this Section 5.3, will be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 1 contract
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.1 by any of its Representatives (acting as such) will be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Intricon Corp)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives, including any failure of such Representatives will to comply with the terms of Section 5.3(a), shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Innovid Corp.)
Breach by Representatives. The For purposes of this Section 6.2, the Company agrees that any material breach of this Section 5.3 6.2 by any of its Representatives will (acting as such) shall be deemed to be a breach of this Agreement by the Company; provided, however, that the Company shall not be responsible for any breach of this Agreement by, or caused by, the Recused Directors.
Appears in 1 contract
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives will (acting as such), including any failure of such Representatives to comply with the terms of Section 5.3(b), shall be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Cloudera, Inc.)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 6.1 by any Representative of its Representatives the Company will be deemed to be a breach of this Agreement Section 6.1 by the Company.
Appears in 1 contract
Sources: Merger Agreement (Enzo Biochem Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 5.1 by any of its Representatives will be deemed to be a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Merger Agreement (Cynergistek, Inc)
Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its the Company Subsidiaries or any of their respective Representatives will shall be deemed to be a breach of this Agreement Section 5.3 by the Company.
Appears in 1 contract
Sources: Merger Agreement (Bazaarvoice Inc)